Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 57150
June 7, 2021
To our shareholders:
Naohisa Miyakawa
President & Representative Director
Furukawa Co., Ltd.
2-3, Marunouchi 2-chome, Chiyoda-ku, Tokyo
Notice of the 154th Annual Shareholders’ Meeting
The 154th Annual Shareholders’ Meeting of Furukawa Co., Ltd. (the “Company”) will be held as indicated below.
After careful consideration and in response to the current status of the novel coronavirus, we have decided to holdthis year’s Annual Shareholders’ Meeting with appropriate measures for prevention of infection put in place.
If you do not attend the Meeting, we kindly request that you exercise your voting rights after reviewing theReference Documents for Shareholders’ Meeting, either by returning the enclosed voting form indicating approvalor disapproval or by electronic means (via the Internet, etc.) to reach us no later than 5:00 p.m. on Monday, June
28, 2021 (JST).
1. Date and Time:
2. Venue:

Tuesday, June 29, 2021, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
3rd floor, Company’s Conference Room, Marunouchi-Nakadori Bldg.
2-3, Marunouchi 2-chome, Chiyoda-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and the results of audits of the Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory Board for the 154th fiscal year (from
April 1, 2020 to March 31, 2021)
2. The Non-Consolidated Financial Statements for the 154th fiscal year (from April 1, 2020 to March 31,
2021)
Matters to be resolved:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Partial Amendments to the Articles of Incorporation

Proposal No. 3

Election of Nine (9) Directors

Proposal No. 4

Election of One (1) Substitute Audit & Supervisory Board Member

Requests to Shareholders
Taking the status of the novel coronavirus outbreak into account, we respectfully request that you consider
refraining from attending the Meeting on June 29, 2021, regardless of your health conditions, and exercise
your voting rights either in writing or via the Internet, etc., in advance.
• We strongly recommend that people at high risk of infection, including senior citizens, those with underlying
disease (such as diabetes, heart failure or respiratory disease) and pregnant women not attend the Meeting thisyear.
• Additionally, even in the event that you are not considered high risk as per the above, please be cautious andconsider not attending the Meeting if you feel anxious or unsafe.
• If you have a high fever, suffer from symptoms such as coughing, have returned from overseas within theprevious 14 days, or suspect that you have contracted the novel coronavirus or other contagious diseases, please-1-

avoid visiting the venue. We may deny such people entry for prevention of infection.
• We will omit some matters to be reported and explanations of matters to be resolved on the floor at the Annual
Shareholders’ Meeting from the viewpoint of shortening the Meeting to prevent the spread of infection. If you
attend the Meeting, please review the Reference Documents for Shareholders’ Meeting prior to the Meeting.
• Meeting content is subject to change depending on the status of infections and future announcements, etc., fromthe Government in the run-up to the Meeting. Please check updated information on the Company’s website,
noted below, as appropriate.
https://www.furukawakk.co.jp/ir/stock/meeting_info.html (Japanese)
Preventive Measures to be Taken on the Meeting Day• The proceedings of the Meeting will be considerably shortened compared with normal years.
• Alcohol-based hand sanitizers will be prepared for visiting shareholders near reception.
(Visiting shareholders are requested to bring and wear face masks if possible.)• If you are deemed to be ill with symptoms such as coughing or a high fever before entering the venue, you may
be denied entry.
• In order to maintain physical distance between seats in the venue, there will be considerably fewer seatsavailable than in normal years.
• Staff assisting in operational aspects of the Meeting will have their health checked and wear face masks whenattending to shareholders.
• No gifts will be offered to shareholders participating in the Meeting.
Whereas we will take infection prevention measures as thoroughly as possible in the venue, we respectfully
ask shareholders who are planning or considering attending the Meeting to use careful judgment on
attendance from the perspective of health and safety.
If there are any revisions to the Reference Documents for Shareholders’ Meeting, Business Report and/or
Consolidated and Non-Consolidated Financial Statements, such revisions will be posted on the Company’s
website.
The Company’s website (Information Page of Shareholders’ Meeting)https://www.furukawakk.co.jp/ir/stock/meeting_info.html (Japanese)
https://www.furukawakk.co.jp/e/ir/ (English)
How to Exercise Voting Rights:
1. If you attend the Meeting• Please submit the voting form to the receptionist at the venue. (Seals are not required.)• For the purpose of saving resources, please bring this Notice with you to the Meeting.
• If you exercise your voting rights by proxy, you can delegate your voting rights to one (1) proxy who is ashareholder of the Company with voting rights. In such case, please have the proxy submit a document
evidencing the authority of proxy to the receptionist at the venue.
Date and Time of the Meeting: Tuesday, June 29, 2021, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
2. If you do not attend the Meeting• If you wish to exercise your voting rights by mail:Please indicate approval or disapproval on the enclosed voting form, and post it without affixing a stamp.
Voting deadline: Please ensure that it reaches us by 5:00 p.m. on June 28, 2021 (Monday).
• If you wish to exercise your voting rights via the Internet:-2-

Please access the voting website (https://www.web54.net) from your PC or smartphone, enter the voting
code and password indicated on the enclosed voting form, and then follow the instructions on the screen
for indicating approval or disapproval.
Voting deadline: Please ensure that you exercise your voting rights by 5:00 p.m. on June 28, 2021
(Monday).
If your vote is cast both in writing and via the Internet, etc., the one via the Internet, etc. shall be deemedas the valid execution of your voting right. If you have cast your vote multiple times via the Internet, etc.,
the final vote cast shall prevail.
3. Electronic voting platform
Shareholders who have an account with a trust bank, etc. (include standing proxies) may use, in addition
to voting via the Internet, the electronic voting platform operated by ICJ, Inc. to exercise voting rights at
the Shareholders’ Meeting by applying in advance to use the platform.

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Reference Documents for Shareholders’ Meeting
Proposal No. 1

Appropriation of Surplus

The Company proposes the following appropriation of retained earnings.
Year-end dividends
The Company shall seek to enhance returns to shareholders, while adopting the fundamental policy of allocating
profits from a comprehensive viewpoint, including the primary consideration of capital investments that are
essential for securing earnings and internal reserves required for R&D, as well as business prospects in the coming
years and various other matters.
Taking into account such factors as the Company’s business results for the current fiscal year and future businessdevelopment, the Company proposes to appropriate retained earnings in the form of year-end dividends for the154th fiscal year as follows.
1. Type of dividend property
Cash
2. Allotment of dividend property and their aggregate amount¥50.00 per common share of the Company
Total dividends: ¥ 1,953,782,450
3. Effective date of dividends of surplus
June 30, 2021

-4-

Proposal No. 2
Partial Amendments to the Articles of Incorporation
1. Reasons for Proposal(1) The Company has decided to shorten the Directors’ terms of office from two years to one year with theaim of clarifying the responsibility of Directors in corporate management and establishing amanagement system that can respond to changes in the business environment swiftly. Accordingly,
necessary revisions will be made to Article 20 (Directors’ Terms of Office) of the current Articles ofIncorporation of the Company.
(2) For the purpose of taking a flexible capital policy and dividend policy, the Company will establish
Article 37 (Decision-making body for dividends of surplus) as in a proposed revision that authorizes theCompany to make dividends of surplus by resolution of the Board of Directors and make necessary
revisions to Article 38 (Record date for allocation of surplus), based on the provisions of Article 459,
paragraph 1 of the Companies Act. At the same time, the Company will delete Article 7 (Purchase ofown shares) and Article 39 (Interim dividends) of the current Articles of Incorporation, since the contents
overlap. In addition, the number of Articles will be revised as a result of the establishment and deletionof Articles.
2.

Details of the amendments
The details of the amendments are as follows:(Underlined parts indicate the amendments)
Current Articles of Incorporation

Proposed Amendments

Article 1 - Article 6 (Omitted)

Article 1 - Article 6 (Unchanged)(Purchase of own shares)(Deleted)

Article 7
In accordance with the provisions of Article 165, paragraph
2 of the Companies Act, the Company shall be entitled toacquire its own shares through market transactions and othermethods by resolution of the Board of Directors.
Article 8 - Article 19 (Omitted)

Article 7 - Article 18 (Unchanged)(Directors’ Terms of Office)(Directors’ Terms of Office)

Article 20

Article 19

Directors’ terms of office shall continue until the conclusion

Directors’ terms of office shall continue until the conclusionof the annual shareholders’ meeting for the last businessof the annual shareholders’ meeting for the last business year

year which ends within two (2) years from the time of their

which ends within one (1) year from the time of theirelection.

election.

2. The term of office of Directors who were elected to increase
the number of Directors or substitute directors shall expire
when the term of office of other incumbent Directors should
expire.

-5-(Deleted)

Current Articles of Incorporation

Proposed Amendments

Article 21 - Article 37 (Omitted)

Article 20 - Article 36 (Unchanged)(Newly established)(Decision-making body for dividends of surplus)
Article 37
The Company may decide on dividends of surplus and othermatters, stipulated by the items of Article 459, paragraph 1of the Companies Act, by resolution of the Board of
Directors, unless otherwise provided for in laws andregulations.

(Record date for dividend of surplus)(Record date for dividend of surplus)

Article 38

Article 38

The record date for allocation of the term-end dividend of

The record date for allocation of the term-end dividend of

the Company shall be March 31 of each year.

the Company shall be March 31 of each year.

(Newly established)

2. The record date for allocation of the interim dividend of theCompany shall be September 30 of each year.

(Newly established)

3. The Company may make dividends of surplus by setting arecord date other than in the preceding two paragraphs.

(Interim dividend)(Deleted)

Article 39
The Company may make an interim dividend with
September 30 of each year as the record date by resolutionof the Board of Directors.
Article 40 (Omitted)

Article 39 (Unchanged)-6-

Proposal No. 3

Election of Nine (9) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Meeting. Therefore, we propose
the election of nine (9) Directors. Out of the nine (9) candidates for Directors, three (3) are Outside Directors,
each of whom satisfies “the requirements for the independence of Outside Directors / Outside Audit &Supervisory Board Members” as stipulated by the Company.
The candidates for Directors are as follows:

Candidate
No.

Name

TenureasDirector

Position and responsibility in the
Company
President & Representative Director
Management of overall operations
Managing Director
Assistant to President
Industrial Machinery Segment, Rock
Drill Machinery Segment, Purchasing
Department
Director and Managing Executive
Officer
General Manager, Corporate Planning
Department
Corporate Planning Department,
Materials Business, Environmental &Safety Management Department,
Human Resources & General Affairs
Department
Director and Managing Executive
Officer
UNIC Machinery Segment, Rock Drill
Machinery Segment
Director and Senior Executive Officer
General Manager, Technology Division
General Manager, Quality AssuranceManagement Department
Technology Division
Director and Senior Executive Officer
General Manager, Business Process
Re-engineering Department
Business Process Re-engineering
Department, Real Estate Business,
CSR Promotion Department,
Accounting Department, Financial
Department, Legal Department,
Information System Department,Internal Audit Department

Attendanceat theBoard ofDirectors
meetings
100%(16/16)1

Reelection

Naohisa
Miyakawa

10 years2

Reelection

Kiyohito
Mitsumura

6 years3

Reelection

Masahiro Ogino

4 years

4

Reelection

MinoruNakatogawa

2 years

5

Reelection

Tatsuki Nazuka

2 years

6

Reelection

Hiroyuki Sakai

2 years

7

Reelection

Tatsuya Tejima

OutsideIndependent

4 years

Director

100%(16/16)8

Reelection

Yoichi Mukae

OutsideIndependent

2 years

Director

100%(16/16)9

Reelection

Kazumi Nishino

OutsideIndependent

2 years

Director93%(15/16)100%(16/16)100%(16/16)93%(15/16)100%(16/16)100%(16/16)(Notes) 1. If the above proposal is approved at this Meeting, the Company will appoint Naohisa Miyakawa as Chairperson &Representative Director and Minoru Nakatogawa as President & Representative Director of the Company at the Board-7-

of Directors meeting scheduled after the conclusion of this Meeting.
2. Tatsuya Tejima, Yoichi Mukae and Kazumi Nishino are candidates for Outside Directors. The Company registered themwith the Tokyo Stock Exchange as Independent Directors / Auditors stipulated by the

Tokyo Stock Exchange. If thereelection of them is approved, the Company will continue the registration of Tatsuya Tejima, Yoichi Mukae andKazumi Nishino as Independent Directors.
3. The Company has entered into an agreement with Tatsuya Tejima, Yoichi Mukae and Kazumi Nishino to limit their liability
for damages as specified in Article 423, paragraph 1 of the Companies Act in accordance with the provision of Article 427,
paragraph 1 of the same law. The liability for damages based on the said agreement shall be limited to the higher of either
five (5) million yen or the minimum liability amount prescribed by the applicable law. If the reelection of Tatsuya Tajima,
Yoichi Mukae and Kazumi Nishino is approved, the Company plans to continue the said agreement with them.
4. The Company has entered into directors and officers liability insurance with an insurance firm based on the provisions ofArticle 430-3, paragraph 1 of the Companies Act. In case that a shareholder or a third party demands compensation fordamage, the Company will use this insurance to cover the damage, such as compensation for damage, litigation costs andother expenses that the insured may be liable for (however, excluding damage, etc. resulting from criminal or intentional
non-compliant acts). In the event that each candidate is elected and assumes the office of Director, they will become theinsured of this insurance policy. The Company plans to renew the insurance with the same terms and conditions when thetime of renewal comes.

-8-Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1975
June 2003
Mar. 2005
June 2007

Naohisa Miyakawa(March 25, 1952)(69 years old)
Reelection

June 2009

June 2011

June 2013
1

Joined the Company
General Manager, Human Resources Department
General Manager, Human Resources & General
Affairs Department
Executive Officer, General Manager, Human
Resources & General Affairs Department, andGeneral Manager, Secretary Department
Executive Officer of the Company
President & Representative Director of Furukawa
Denshi Co., Ltd.
Director and Senior Executive Officer of theCompany
President & Representative Director of Furukawa
Denshi Co., Ltd.
President & Representative Director (current
position)

Number of theCompany’s
shares owned

37,650 shares*As of March 31,2021

Responsibility in the Company
Management of overall operations
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 10 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
As President & Representative Director of the Company, Naohisa Miyakawa formulated the Vision for 2025
“FURUKAWA Power & Passion 150” and the “Medium-Term Business Plan 2019,” and promoted management
reforms, thereby having demonstrated strong leadership in leading the management of the Company. We propose
his reelection as Director because we believe it is necessary to continue applying his extensive experience andknowledge to the management of the Company to enhance the corporate value and achieve sustainable growth.
Other special notes to candidate for Director● There is no special interest between Naohisa Miyakawa and the Company.
● The described number of shares held by Naohisa Miyakawa includes shares he holds under the Company’s
Officer Stock Holding Association.

-9-

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1980
Oct. 2008
June 2011
June 2012
Sept. 2013

Kiyohito
Mitsumura(July 7, 1955)(65 years old)
Reelection

Apr. 2014
June 2014

June 2015

June 2018
2

Joined the Company
General Manager, Financial Department
General Manager, Corporate Planning Department
and General Manager, Financial Department
Executive Officer and General Manager, Corporate
Planning Department
Executive Officer, General Manager, Corporate
Planning Department, and General Manager, CSR
Promotion Department
Executive Officer and General Manager, Corporate
Planning Department
Senior Executive Officer of the Company
President & Representative Director of Furukawa
Rock Drill Co., Ltd.
Director and Senior Executive Officer of theCompany
President & Representative Director of Furukawa
Rock Drill Co., Ltd.
Managing Director and Managing Executive Officerof the Company
President & Representative Director of Furukawa
Rock Drill Co., Ltd.
Managing Director (current position)

Number of theCompany’s
shares owned

12,872 shares*As of March 31,
2021

June 2019
Responsibility in the Company
Assistant to President, Industrial Machinery Segment, Rock Drill Machinery Segment, Purchasing Department
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 6 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Kiyohito Mitsumura has led the Machinery Business that the Company positions as its core business and has
contributed to enhancing the corporate value through assuming posts of the Company, represented by the post of
President & Representative Director of Furukawa Rock Drill Co., Ltd. for five years since June 2014. We propose
his reelection as Director because we believe it is necessary to apply his extensive experience and execution
capabilities to the management of the Company in order for the Company to sustainably expand the Machinery
Business.
Other special notes to candidate for Director● There is no special interest between Kiyohito Mitsumura and the Company.
● The described number of shares held by Kiyohito Mitsumura includes shares he holds under the Company’s
Officer Stock Holding Association.

- 10 -

Candidate
No.

Name
(Date of birth)

Masahiro Ogino(September 4,
1958)(62 years old)

Career summary and position and responsibility in the Company
Apr. 1982
Mar. 2005
Jan. 2012
June 2013
June 2015

June 2017
Reelection
June 20193

Joined the Company
Director of Furukawa Metals & Resources Co., Ltd.
General Manager, Financial Department
President & Representative Director of Furukawa
Metals & Resources Co., Ltd.
Executive Officer of the Company
President & Representative Director of Furukawa
Metals & Resources Co., Ltd.
Director, Senior Executive Officer, and General
Manager, Corporate Planning Department
Director, Managing Executive Officer, and General
Manager, Corporate Planning Department (current
position)

Number of theCompany’s
shares owned

7,665 shares*As of March 31,2021

Responsibility in the Company
Corporate Planning Department, Materials Business, Environmental & Safety Management Department,
Human Resources & General Affairs Department
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 4 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Masahiro Ogino has extensive experience and a track record in the Materials Business and management ingeneral. He led the Materials Business and was also involved in a broad range of important fields, such as businessplans, public & investor relations and human resources, thereby contributing to strengthening the management
structure. We propose his reelection as Director because we believe it is necessary to continue applying his
extensive experience and execution capabilities to the management of the Company to enhance the corporate
value and achieve sustainable growth.
Other special notes to candidate for Director● There is no special interest between Masahiro Ogino and the Company.
● The described number of shares held by Masahiro Ogino includes shares he holds under the Company’s Officer
Stock Holding Association.

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Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1983
June 2011
June 2016
Oct. 2016
June 2017

MinoruNakatogawa(August 21, 1959)(61 years old)
Reelection

June 2018

June 2019

June 2020

4

Joined the Company
Director of Furukawa UNIC Corporation
Managing Director of Furukawa UNIC Corporation
General Manager in charge of HR Strategy, Human
Resources & General Affairs Department
Executive Officer of the Company
Executive Vice President & Director of Furukawa
UNIC Corporation (In charge of Promotion of Midterm Business Plan)
Executive Officer of the Company
President & Representative Director of Furukawa
UNIC Corporation
Director and Senior Executive Officer of theCompany
President & Representative Director of Furukawa
UNIC Corporation
Director and Managing Executive Officer of theCompany
President & Representative Director of Furukawa
UNIC Corporation (current position)

Number of theCompany’s
shares owned

6,951 shares*As of March 31,2021

Responsibility in the Company
UNIC Machinery Segment, Rock Drill Machinery Segment
Significant concurrent positions outside the Company
President & Representative Director of Furukawa UNIC Corporation
Tenure as Director: 2 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 15/16 (93%)
Reasons for nomination as candidate for Director
Minoru Nakatogawa has worked in the Legal Division and Public & Investor Relations Division of the Company
for many years, and assumed important positions at the Company and the Group Company. He has demonstrated
his leadership after assuming the post of President and Representative Director of Furukawa UNIC Corporationin June 2018 and led the UNIC Machinery Segment and contributed to enhancing the corporate value. We propose
his reelection as Director because we believe it is necessary to continue applying his extensive experience andleadership to the management of the Company in order for the Company to achieve the Vision for 2025
“Furukawa Power & Passion 150.”
Other special notes to candidate for Director● There is no special interest between Minoru Nakatogawa and the Company.
● The described number of shares held by Minoru Nakatogawa includes shares he holds under the Company’s
Officer Stock Holding Association.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1981
June 2009
June 2011
Dec. 2014

June 2015

June 2017

Oct. 2017
Tatsuki Nazuka(May 10, 1958)(63 years old)

July 2018

Apr. 2019

Reelection

June 20195

Aug. 2019

Apr. 2020
Oct. 2020

Joined the Company
Director of Furukawa Industrial Machinery Systems
Co., Ltd.
General Manager, Techno-Research Laboratory,
R&D Division of the Company
Deputy General Manager, Development Division
and Deputy General Manager, Tsukuba Development
CenterExecutive Officer, Deputy General Manager,
Development Division, and General Manager,
Tsukuba Development Center
Executive Officer and General Manager,
Development Division, General Manager, Tsukuba
Development Center
Executive Officer and General Manager, Technology
Division
Executive Officer, General Manager, Technology
Division, and General Manager, Technological
Strategy Department
Executive Officer, General Manager, Technology
Division, General Manager, Technological Strategy
Department, and General Manager, N Project
Department of the Company
President & Representative Director of Furukawa
Scintitech Corporation
Director and Senior Executive Officer, General
Manager, Technology Division, and General
Manager, N Project Department of the Company
President & Representative Director of Furukawa
Scintitech Corporation
Director and Senior Executive Officer, General
Manager, Technology Division, and General
Manager, N Project Department
Director and Senior Executive Officer, General
Manager, Technology Division
Director and Senior Executive Officer, General
Manager, Technology Division, and General
Manager, Quality Assurance Management
Department (current position)

Number of theCompany’s
shares owned

7,558 shares*As of March 31,2021

Responsibility in the Company
Technology Division
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 2 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Tatsuki Nazuka has been working in the Technology Division for many years, possessing expert knowledge anda track record concerning engineering and development. Since assuming the post of General Manager,
Technology Division (former General Manager, Development Division) in June 2017, he has contributed to theimprovement of technological strategy and development in the Company and the Group Companies. We propose
his reelection as Director because we believe it is necessary to continue applying his highly specialized knowledge
and experience to the management of the Company to enhance the corporate value and achieve sustainablegrowth.
Other special notes to candidate for Director● There is no special interest between Tatsuki Nazuka and the Company.
● The described number of shares held by Tatsuki Nazuka includes shares he holds under the Company’s Officer
Stock Holding Association.

- 13 -

Candidate
No.

Name
(Date of birth)

Hiroyuki Sakai(January 14, 1960)(61 years old)
Reelection

6

Career summary and position and responsibility in the Company
Apr. 1982
June 2011
June 2013
June 2015
June 2017
June 2019

Joined the Company
Director of Furukawa Rock Drill Co., Ltd.
General Manager, Financial Department
General Manager, Accounting Department andGeneral Manager, Financial Department
Executive Officer and General Manager, Business
Process Re-engineering Department
Director and Senior Executive Officer, General
Manager, Business Process Re-engineering
Department (current position)

Number of theCompany’s
shares owned

7,751 shares*As of March 31,2021

Responsibility in the Company
Business Process Re-engineering Department, Real Estate Business, CSR Promotion Department,
Accounting Department, Financial Department, Legal Department, Information System Department,Internal Audit Department
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 2 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Hiroyuki Sakai has held important positions at the Company and the Group Company, possessing wide range ofexperience and knowledge in the administrative field. Since assuming the post of General Manager, Business
Process Re-engineering Department in June 2017, he has contributed to standardization of work, improvementof work efficiency, enhancement of productivity, and the re-building of business processes in the Group, and healso has led the real estate business, thereby helping to improve a wide range of management issues. We propose
his reelection as Director because we believe it is necessary to continue applying his extensive experience andknowledge to the management of the Company to enhance the corporate value and achieve sustainable growth.
Other special notes to candidate for Director● There is no special interest between Hiroyuki Sakai and the Company.
● The described number of shares held by Hiroyuki Sakai includes shares he holds under the Company’s Officer
Stock Holding Association.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1969
June 1999
June 2000
Jan. 2002
June 2002

7

Number of theCompany’s
shares owned

Joined Toho Zinc Co., Ltd.
Director of Toho Zinc Co., Ltd.
Executive Officer of Toho Zinc Co., Ltd.
Managing Executive Officer of Toho Zinc Co., Ltd.
Managing Director and Managing Executive Officerof Toho Zinc Co., Ltd.
Tatsuya TejimaJune 2003
Representative Director and Managing Director, and(July 12, 1946)
Managing Executive Officer of Toho Zinc Co., Ltd.
(74 years old)0 shares
June 2005
Representative Director and Senior Managing
Director, and Senior Managing Executive Officer of*As of March 31,
Toho Zinc Co., Ltd.
Reelection
2021
June
2006
Representative Director and President, and COO of
OutsideToho Zinc Co., Ltd.
Independent
June 2008
Representative Director and President of Toho Zinc
Co., Ltd.
June 2017
Advisor of Toho Zinc Co., Ltd. (current position)
Director of the Company (current position)
June 2018
Outside Director of Hanwa Co., Ltd. (current
position)
Significant concurrent positions outside the Company
Advisor of Toho Zinc Co., Ltd.
Outside Director of Hanwa Co., Ltd.
Tenure as Outside Director: 4 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reason for nomination as candidate for Outside Director and expected role
Tatsuya Tejima has been engaged in corporate management over many years and has provided useful advice on
the management of the Company and appropriate supervision over business execution from an objective
perspective that is also independent from the management, leveraging his abundant experience and extensive
knowledge as a manager. We propose his reelection as Outside Director because we believe he will be able tocontinue providing useful advice on and appropriate supervision over the management of the Company.
Other special notes to candidate for Outside Director● Tatsuya Tejima is an Advisor of Toho Zinc Co., Ltd., with which the Company and the Group Companies areengaged in a transactional relationship of trading in chemicals and pump products, however these transactions
consist of less than 1% of the respective sales of the Company and the Group Companies and Toho Zinc Co.,
Ltd. in this fiscal year, which has no such significance that would affect his independence as Outside Director.

- 15 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1975

8

Number of theCompany’s
shares owned

Joined Ministry of International Trade and Industry(current Ministry of Economy, Trade and Industry)
June 2004
Director-General for Commerce and Distribution
Policy, Minister’s Secretariat of Ministry of
Economy, Trade and Industry (retired on July 2006)
Aug. 2006
Managing Director of The Shoko Chukin Bank, Ltd.
(retired on July 2008)
Aug. 2008
Advisor of The Kansai Electric Power Company,
Incorporated
June 2009Managing Director of The Kansai Electric Power
Company, Incorporated
Yoichi Mukae
June 2013
Director, Managing Executive Officer of The Kansai(August 9, 1951)
Electric Power Company, Incorporated (retired on
4,847 shares(69 years old)
June 2015)*As of March 31,
June 2015
President & Representative Director of The Kanden
2021
Reelection
L&A Company, Limited
OutsidePresident & Representative Director of KANDEN
Independent
EL AUTO SYSTEM Co., Ltd.
June 2019
President & Representative Director of The Kanden
L&A Company, Limited
President & Representative Director of KANDEN
EL AUTO SYSTEM Co., Ltd.
Director of the Company (current position)
June 2020
Senior Adviser of The Kanden L&A Company,
Limited (current position)
President of GS1 Japan (current position)
Representative Director of Research Institute of
Economy, Trade and Industry (current position)
Significant concurrent positions outside the Company
Senior Adviser of The Kanden L&A Company, Limited
President of GS1 Japan
Representative Director of Research Institute of Economy, Trade and Industry
Tenure as Outside Director: 2 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reason for nomination as candidate for Outside Director and expected role
Yoichi Mukae has wide range of experience and knowledge after assuming a series of key positions in the
Ministry of Economy, Trade and Industry and after retiring from governmental offices, being involved in the
management of private companies. Additionally, he is a man of character and good judgement, and he has
provided useful advice on the management of the Company and appropriate supervision over business execution
from an objective perspective that is also independent from the management. Therefore, we propose his reelection
as Outside Director because we believe he will be able to continue providing useful advice on and appropriate
supervision over the management of the Company.
Other special notes to candidate for Outside Director● Yoichi Mukae is the Senior Adviser of The Kanden L&A Company Limited, with which the Company and theGroup Companies are engaged in a transactional relationship of outsourcing the maintenance of cranes anddealing in cranes. Additionally, Research Institute of Economy, Trade and Industry (RIETI), in which he serves
as a representative director, and the Company and the Group Companies are engaged in a transactional
relationship of purchasing periodical publications issued by RIETI. However, these transactions consist of lessthan 1% of the respective sales of the Company and the Group Companies, The Kanden L&A Company,
Limited and RIETI in this fiscal year, which has no such significance that would affect his independence as an
Outside Director.

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Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1992

9

Number of theCompany’s
shares owned

Joined Fuji Photo Film Co., Ltd. (current FUJIFILM
Holdings Corporation) (retired on March 1996)
Apr. 2006
Associate Professor, Department of Management of
Science & Technology, Graduate School ofManagement of Science & Technology (current
Kazumi Nishino
Department of Management of Technology,
Graduate School of Management) of Tokyo(June 9, 1968)
University of Science(52 years old)
3,198 shares
Apr. 2017
Associate Professor, Graduate School of Commerce*As of March 31,
and Management (current Graduate School ofReelection
2021
Business Administration) of Hitotsubashi University
Outside(current position)
Independent
June 2019
Outside Director of Orient Corporation (current
position)
Director of the Company (current position)
Dec. 2019
External Board Director of MiRTeL Co., Ltd.
(current position)
Significant concurrent positions outside the Company
Associate Professor, Graduate School of Business Administration of Hitotsubashi University
Outside Director of Orient Corporation
External Board Director of MiRTeL Co., Ltd.
Tenure as Outside Director: 2 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 15/16 (93%)
Reason for nomination as candidate for Outside Director and expected role
Kazumi Nishino is an Associate Professor at the Graduate School of Hitotsubashi University, and her fields ofstudy center on theory of management strategy. She has expert knowledge of and practical study accomplishments
in business model analysis, the logics of new business creation and product development management inparticular. Based on this, she has provided useful advice on the management of the Company and appropriate
supervision over business execution from objective, professional, and diverse perspectives that are also
independent from the management. We propose her reelection as Outside Director because we believe she will
be able to continue providing useful advice on and appropriate supervision over the management of the Company.
Although she does not have direct experience in corporate management, she is deemed capable of appropriately
performing her duties as Outside Director on the aforementioned grounds.
Other special notes to candidate for Outside Director● There is no special interest between Kazumi Nishino and the Company.

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Proposal No. 4

Election of One (1) Substitute Audit & Supervisory Board Member

We propose the election of one (1) substitute Audit & Supervisory Board Member in case of a shortfall in thenumber of Audit & Supervisory Board Members required by laws and regulations.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:

Name(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1988

Number oftheCompany’s
shares owned

Joined The Industrial Bank of Japan, Limited.
(current Mizuho Bank, Ltd.)Mar. 1994
RetiredApr. 1996
Registered as an attorney at law (a member of Tokyo
Bar Association)
Joined Law Office of Ozawa & Akiyama
May 2000
Obtained Master of Law (LL.M.) at Duke University
School of Law, U.S.
Aug. 2000
Joined Shearman & Sterling LLP, New YorkFeb. 2001
Registered as an attorney at law in New York State,
Yasuo Kitamura
U.S.
(March 8, 1965)
0 sharesAug. 2001
Joined Law Office of Ozawa & Akiyama
Oct. 2007
Co-established Law Office of Kitamura & Hiraga(56 years old)
*As of March(current position)
31, 2021
Mar. 2015
Outside Audit & Supervisory Board Member of
OutsideToagosei Co., Ltd.
Mar. 2016
Outside Director (Audit and supervisory committee
member) of Toagosei Co., Ltd.
Dec. 2018
Outside Auditor of AI MECHATEC, Ltd. (current
position)Mar. 2019
Outside Director of Toagosei Co., Ltd.
June. 2019
Outside Audit and Supervisory Board Member of GTEKT CORPORATION (current position)
Dec. 2020
Non-Executive Director (Audit Committee Member)of LITALICO lnc. (current position)
Significant concurrent positions outside the Company
Partner, Attorney at law, Law Office of Kitamura & Hiraga
Outside Auditor of AI MECHATEC, Ltd.
Outside Audit and Supervisory Board Member of G-TEKT CORPORATION
Non-Executive Director (Audit Committee Member) of LITALICO lnc.
Reasons for nomination as candidate for substitute Outside Audit & Supervisory Board Member
We propose the election of Yasuo Kitamura as a candidate for substitute Outside Audit & Supervisory Board Member because
he has specialized knowledge and experience as an attorney at law, which can be reflected in the audit framework of theCompany. Although he does not have experience in corporate management other than from the position of outside director /auditor, he is deemed capable of appropriately performing his duties as Outside Audit & Supervisory Board Member on the
aforementioned grounds.
Other special notes to candidate for substitute Outside Audit & Supervisory Board Member● The Company has entered into a legal advisory agreement with the Law Office of Kitamura & Hiraga, to which Yasuo
Kitamura belongs. The total amount of compensation paid by the Group to the Law Office in this fiscal year was less thanten (10) million yen, which has no such significance that would affect his independence as Outside Audit & Supervisory
Board Member. Please note that, if he assumes the office of Outside Audit & Supervisory Board Member, the Company willterminate the legal advisory agreement concluded with the Law Office.
● Yasuo Kitamura is a candidate for substitute Outside Audit & Supervisory Board Member.
● The Company has entered into an agreement with Outside Audit & Supervisory Board Members to limit their liability fordamages as specified in Article 423, paragraph 1 of the Companies Act in accordance with the provision of Article 427,
paragraph 1 of the same law. The liability for damages based on the said agreement shall be limited to the higher of either
five (5) million yen or the minimum liability amount prescribed by the applicable law. If Yasuo Kitamura assumes the officeof Outside Audit & Supervisory Board Member, the Company will enter into a similar limited liability agreement with him.
● The Company has entered into directors and officers liability insurance with an insurance firm based on the provisions ofArticle 430-3, paragraph 1 of the Companies Act. In case that a shareholder or a third party demands compensation for- 18 -

damage, the Company will use this insurance to cover the damage, such as compensation for damage, litigation costs andother expenses that the insured may be liable for (however, excluding damage, etc. resulting from criminal or intentional
non-compliant acts). In the event that Yasuo Kitamura assumes the office of Outside Audit & Supervisory Board Member,
he will become the insured of this insurance policy. The Company plans to renew the insurance with the same terms andconditions when the time of renewal comes.

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